All That Matters Is What We Do
by Wannabe Darklord
Summary: It is a breach almost as bad as the one at Canary Wharf, but he only has enough power to either close this one or send his message. It was a risky, foolish business to make a sun go supernova in the first place and he can't do it again, not even for Rose.


**Title**: All That Matters (Is What We Do)  
**Characters** Illyria, Spike; the Doctor (Ten)  
**Pairings**: Spike/Doctor  
**Rating**: R  
**Wordcount**: 16030  
**Spoilers**: the end of season 5 of Angel and the end of season 2 for Doctor Who  
**Warnings**: angst, violence, bit of humour, sex (nothing very explicit), mention of character deaths  
**Disclaimer**: Angel and Doctor Who belong to their respective creators.  
**A/N**: The prompt really got away from me (like 10000 words away). So much so that I even wrote slash, which I've never really done before. Thanks to by beta Ivana, who unfortunately doesn't have an LJ, but is still awesome. Any mistakes left are all mine. The Doctor's speech was inspired in part by **hence_the_name**'s fic Cheating Death and Angel's speech in the episode Epiphany. I'm not taking the Angel comics as canon as I haven't read them.

Any comments are most welcome!

**All That Matters (Is What We Do)**

_He is just about to send his message, say goodbye to Rose, when the TARDIS beeps insistently at him. Startled out of his reverie, he scowls at the console. It can wait. He has to do this, has to do it before he loses his nerve. But as he stares at the console, a feeling of foreboding nags at him. Something in time is twisting and changing and he is certain that it isn't anything good. He checks the readings the TARDIS is showing him. The scans he'd been running to find a tear in the universe he could use haven't been turned off and what he sees chills him to the core. It is a breach almost as bad as the one at Canary Wharf. The readings are going haywire from the energy being bounded about and the things that are coming through. There are even some smaller breaches that actually look stable! If he wasn't so sick of dimensional breaches and their aftermath, he would be more intrigued. As it is, he just wants to close them and get on with his business._

_Still, however many breaches there are, the universe can spare him for two minutes, can't it? But the TARDIS nudges him and he sees the incursions are coming from Earth. Of course they're coming from Earth, he thinks, it _always_ comes down to Earth. Even worse, he sees that it's happening a few years in the past. If he doesn't fix this now, there will never have been an Earth for him to come _to _after the Time War and no Rose to share adventures with. But he only has enough power to either close this new breach or send his message. It was a risky, foolish business to make a sun go supernova in the first place and he can't do it again, not even for Rose._

_He trembles with indecision over the choice, but of course there isn't one. The timelines twist about him and he knows if he doesn't take care of this soon, Earth is doomed. _It's not fair, he thinks_, blinking back tears. He takes a deep, shaky breath and then straightens and sets a course for the breach. The TARDIS sings to him softly and he manages a smile, caressing the console. They'd be all right, the two of them. Closing such breaches, helped along by all the power of an exploding sun, should be child's play for his TARDIS. Especially as such breaches have a tendency to close by themselves. Something's keeping this one open, but he finds he doesn't have the energy to wonder who or what is responsible, only to make sure it doesn't happen again._

_With a shudder, the TARDIS materializes in the middle of a sight of carnage at the center of the dimensional disturbances. Watching through the viewscreen, he sees things he can only describe as demons surging forwards to attack two small, hopelessly outnumbered figures. Those demons sensitive enough to notice the TARDIS have for some reason run away screaming from it. He can't bother himself with the reasons why as the sight of the two mysterious people so hopelessly outnumbered, but still bravely facing the coming hordes twists something in his stomach. He'll help them if he can. There's been far too much death lately._

_And so, jaw set, the Doctor flips a switch and stops time._

**xxx**

The rain made the fighting ten times worse. Everything was slippery with blood and gore and rain; the chaos that surrounded him made it hard to concentrate. The roars of the dying, the growls of the approaching demons, the screeches of the dragon overhead - it made everything blur together as Spike desperately fought to unlive for just a few more minutes, just for another blow, another kill, another demon to be added to the growing pile at his feet. He could barely see past the blood in his eyes and the falling rain that made everything hazy.

Hours later (maybe minutes - it was impossible to tell), a horrible sound came from overhead, the dying cry of a terrible beast. Shoving a demon away from himself and taking a chance, Spike flicked a glance upwards, only to see the dragon tumbling out of the sky, a dark, human shape around it's neck, hanging on for dear life. The dragon screeched in pain and anger, spewing forth a column of fire that killed dozens of the demons packed into the alley. As it fell, it crushed dozens more, managing to block a part of the alley with its huge corpse, forcing the demons to approach more slowly. It gave him a bit of breathing space. As he turned his attention back to his own fight with a sodding demon that - _just - would - not - die_, he noticed Angel's unsteady form clamber off the dragon's neck and hurl itself back into the fight. A small, petty part of him wished he'd been the one to slay the dragon. It was unlikely he'd ever get the chance now.

From the corner of his eye, a blur of movement and agonized screeches indicated that Illyria was continuing to batter the armies of Wolfram and Hart away like flies. In a moment when she wasn't completely surrounded by her foes, he could see grief still etched on her face. Spike could empathize as he looked at the carnage around himself and tried to catch a glimpse of his fellow fighters. Charlie boy had fallen long ago, his body buried underneath the giant he had managed to slay before his end. Quite an accomplishment that. Giants had skin almost as thick as dragon skin. The giant was another barrier between him and the hordes of hell and Spike couldn't help but feel a bit grateful for it, even as he mourned the kid. Too many had died tonight. Good people, people who didn't deserve such a fate.

He was tiring. Spike could feel his blows becoming slower, his kicks less powerful. He was injured, bleeding from thousands of tiny little cuts and a large gash on his side where a Polgara demon had caught him. He'd broken off its arm spike and drove it through the Polgara's own skull in an apt approximation for the reason he had gotten his nickname in the first place. A tiny voice in the back of his mind wondered what the hell was the point of continuing this fight. Their deaths were inevitable anyway. But he owed it to the team. To Angel, who'd grudgingly let him stay, to Charlie boy, to Wesley, to Lorne and to sweet, gentle Fred, consumed by the god now wearing her skin. He also wanted to show those bastards plotting away up above that they didn't own him. Nobody owned William the Bloody.

There was a grumbling roar around him and Spike turned around just in time to see Angel fall under a horde of ogres, killing two even as he turned to dust. A primal growl rose in his throat and Spike let loose on his group of demons with renewed fury. Angel - the bloody thorn in his side ever since he'd been sired - was gone. Spike managed to rip apart two of some unidentified species of demons with his bare hands (his initially scavenged sword long broken). But in the end, his fury made him sloppy. The ground was so slick with gore that it would have made footing precarious even without the rain that covered everything, but as it was, a wrongly timed step in the wrong place made him crumple to the floor.

As Spike lay there on the ground, he found he didn't have the energy to rise again. He'd been running on adrenalin for hours now and even his vampiric stamina couldn't take it anymore. Demons continued to die and fight around Illyria and he expected his final death to claim him at any moment. He was a bit surprised they hadn't already fallen upon him like a pack of wolves. Instead, the sounds of the battle grew muted and everything seemed to still. He felt strangely disconnected from the fight, exhaustion tugging at his mind and limbs.

A strange grinding sound started to echo throughout the alley, drawing his attention. Was this some new trick by the Senior Partners? He barely had the energy to care. They were done for anyway, finished, beaten, one last glorious hurrah before they were ripped apart by the Senior Partners' rage. In front of him, Spike could only see a puddle of blood and the rain as it fell. He blinked blood out of his eyes. The unearthly howl grew stronger and the rain seemed to slow, pattering to the ground more softly and softly until Spike thought he could see raindrops suspended in mid-motion. The chaos around him quieted. Just before he lost consciousness, Spike saw a rather incongruous pair of completely dry tan trainers step into his field of vision.

**xxx**

_He cocks his head curiously at the fallen man at his feet. Well, man is a bit of a relative term in this case. He doesn't remember the last time he's seen an actual vampire. Another species he thought his people had taken care of long ago. But of course, the Time War has changed everything. He really shouldn't keep being surprised when species that aren't supposed to exist anymore just pop out of the woodwork. Isn't he a living example of the same? But what surprises him other than the simple fact of the vampire's existence is that this vampire had been fighting against the army pouring in from the other dimension. He has never known a vampire to care for much more than his own skin. And a few feet away, suspended mid-kick, is an even greater surprise._

_And Old One. To make the surprise greater, it is an Old One in human form. They've never stooped to such a thing before and he wonders at the circumstances for it happening now. She too, is fighting against the demon hordes. What could have inspired an Old One to fight against foes she once would have gained control of and led into war without a thought? He takes her into the TARDIS, but keeps her suspended in the Time Lock. Until he knows more, it is far to dangerous to let her roam about his ship. It's a risky business even now, since some of them were said to have the ability to alter the flow of Time. He returns for the vampire as well. He wants to know what happened in this alley and also why they chose to enter a battle they were so obviously going to lose. His curiosity has been sparked and its a relief from the numbness that enveloped him ever since Canary Wharf. He needs a distraction and as distractions go, this one is rather spectacular._

_When he enters the TARDIS again after bringing the vampire in, he checks that the dimensional breach is firmly closed. He'd had a bit of trouble closing it. Some force on the other side had resisted his efforts, but he'd won the struggle easily. Checking the console again, he spots a smaller one in Cleveland and seals it as well. Wouldn't do for whatever was reaching out from here to try to use that other one as well. No telling what horrors from another universe might come out or what is waiting in the Void (apart from Daleks and Cybermen). There are a few more similar cracks around the world and so he takes care of them as well. Trust Earth to be a hot-spot for dimensional cracks. Finally satisfied, he starts the TARDIS and takes them away from the massacre. As he leaves, the Time Lock outside the TARDIS is disrupted. The bomb he set engulfs the remaining demons in a burst of fire and crashing rubble from the newly demolished hotel. _

**xxx**

The next time Spike woke up, he hadn't expected to at all. His head was pounding and he quickly shut his eyes against the bright lights overhead. They were actually a soothing golden shade, but his sensitive vision and the roaring headache made them seem blinding. He's lying on something soft, a mattress. It quite frankly felt marvelous to rest his aching bones on it as he tried to work out what the hell happened. Right now, only blurry images of rain and blood rose up to the front of his mind. When he remembered, he jolted from the bed, only to gasp as a searing pain raced through him, pounding head now screaming at him.

"Whoa there!" An unfamiliar voice soothed him. An English accent. For a wild moment he thought it might be Wesley, before he remembered that Wesley was dead and this voice actually sounded nothing like the Watcher.

Gentle hands helped to ease him down on the bed again as Spike gulped for unneeded, panicked breath.

"Where-?"

"Easy now! I've just had to use the dermal regenerator on over half of you. Takes some time even for you to recover from that. Better?"

Spike blinked up, only to stare into deep, brown eyes set into a youngish face sporting a shock of wild brown hair that would put Peaches to shame. The guy may look human, but as Spike slowly inhaled, he realized that he was anything but. Two hearts for one and the smell...he smelled like nothing Spike had ever come across. In fact, a primal part of him wanted to run and hide from this creature that smelled of time and stardust - and for some reason tea. The whole room he's in felt strange. He could almost feel a slow, steady heartbeat echo throughout it on the edges of his senses. This whole place felt unnervingly _alive_. He felt jittery, as though some instinctive fear was telling him to run, run far away from this creature who could make or break his very _existence_. Almost growling at his sudden flight of fancy, Spike pushed his roiling emotions to the side and decided to focus on more important questions.

"Who the Hell are you? Where am I? Where's Blue? The battle-"

"Whoa, slow down there. One question at time, yes?" the stranger grinned at him. The grin was genuine enough, even though his eyes were sad, old and worried. This whole situation was strange and confusing and right now, Spike didn't have the patience to deal with any of it. He just wanted to know if Wolfram and Hart were defeated and then sleep for a year. He could worry about the rest later. He tried not to think about the fact that everyone but himself and Illyria were dead.

"Just tell me what the fuck is going on, mate," he growled at the stranger. The bloke clucked his tongue at him. Cheeky bugger.

"Language. The TARDIS doesn't really like people swearing. She's old fashioned that way. Now, right - your questions, in order. I'm the Doctor. Just the Doctor, nothing after it or before, yes, that _is_ my name. You're in the TARDIS, my ship. Well, time and space ship. You can thank her for being here, she's the one that noticed the dimensional rip and what is it with Earth attracting so many of them? Well, never mind, talk about that later. I assume by Blue you meant the Old One."

It's only through long exposure to the prattling of the Scoobies that Spike managed to catch any of the words this Doctor bloke was spewing out. But at the mention of Illyria, the Doctor's patter of words abruptly stopped. Spike had to restrain a shiver at the look on his face and the sudden cold edge his voice had gained.

"How'd you know she's an Old One?"

The Doctor's eyes suddenly seemed immeasurably old and weary.

"My people shut them off from this universe a long time ago. Question is, how could one of them get through -oh..." he finished sadly, strain showing on his face, "the Time War."

Spike wasn't too keen to get tangled up in the implications of 'my people got rid of them' quite just yet. But another thing the Doctor said caught his attention.

"One of them? There's thousands of them sleeping in the Deeper Well, mate. Illyria's just the only one that woke up." He suppressed a shiver remembering the Deeper Well.

"What?!"

Spike wanted to flinch from the sharpness in the Doctor's voice. Instead, he coolly stared at the Doctor.

"Saw them. There's a hole in the world, goes right through to the other side. It's bloody _filled_ with the remains of Old Ones."

Spike wasn't entirely sure why he was telling the Doctor all of this, but the Doctor clearly wanted more information and there was something about the set of his jaw and the look in his eyes that compelled Spike to talk. This bloke didn't strike him as someone he wanted on his bad side.

"Well, that won't do. Can't have them meddling about in this universe again. They had their chance in the previous one," the Doctor's voice was disturbingly mild compared to the darkness in his eyes.

"What are you going to do with the whole lot?"

"Chuck them into the event horizon of a black hole. See them get out of that one. SO," with that one word, the Doctor seemed to regain his previous good humour, "if you'll excuse me, I've got some Old Ones to evict."

The Doctor made to leave, but Spike grabbed his hand, preventing him from doing so. The Doctor regarded him solemnly, manic mask falling away. Once again, Spike was reminded of his first impression of the Doctor, that initial, terrified instinct.

"Where's Illyria?" Spike almost growled, emotions overruling his common sense. Never did have much use for it in the first place.

"Suspended in time, for now. She'll be joining the rest."

Spike wanted to punch the Doctor at how uncaring his voice sounded. This time, he did growl.

"You can't do that!"

"Can't I? Her time in this universe ended long ago, never should have been, to be honest. The Time War changed that, I guess. Everything has its time and everything dies. An Old One was never meant to walk as a mortal. And as you said, there are thousands more underneath the Earth. Illyria got freed. The damage she could do if she chooses, if another one were to escape - I can't let that happen."

"But she hasn't!" Spike gritted his teeth, meeting the Doctor's gaze. He couldn't take losing Illyria too. Not so soon. A part of him knew that what this Doctor bloke was saying made sense, but a greater part railed against it. Illyria was all that was left of Fred, even if it was just her face. After everything that had happened, he wasn't prepared to let go. Spike had to make the Doctor realize that without her, a lot more people would have been dead.

"She's just lost. Trying to get by in this world. Her armies are turned to dust, her powers are gone. She's the last and she's alone. And she _helped_, mate. Without her, I'd have been dust in the wind in that battle and LA would have been overrun."

There was a flicker of something in the Doctor's eyes at his words, an understanding. But Spike knew he would have to try harder. A bloody sob story would not be enough to sway this ancient creature with death and time in his eyes.

"You gonna throw me in there as well? Vampire here, killed thousands. Yeah, I've got a soul now, but that means fuck all to you, doesn't it? Can't ever make up for what I've done, but that doesn't mean I won't try given the chance. And she never even had a choice about being woken up. Killed my friend getting back in this world, but that's probably the only thing that wasn't her fault. What makes _me _so much worthier of living on?"

"You're dead," the Doctor said flatly. Spike reckoned he could detect a hint of disgust threading through the Doctor's voice. Again, he wanted to flinch, as though the Doctor had judged him and found him lacking; it was unnerving to feel as though it mattered. Still, he never was one to back down.

"Not the point!"

"No, no, it isn't," the Doctor said softly and then pulled his arm from Spike's grasp and left the room. Spike could have held him there, but he suspected there was no point. What could _he, _still battered and exhausted as he was_,_ do to a guy who so casually spoke about throwing bloody_ Old Ones_ into a black hole?

And there had been something unsettling about touching the Doctor; an almost burn and an echo of smoking flesh that he could almost feel at the edge of his senses. But the hand that had held the Doctor in place was whole when Spike glanced down to look at it. He shivered.

**xxx**

_Millions of Old Ones sleeping beneath the Earth? It fills him with dread and not only for his favourite planet. If any of them ever got out, it would spell death for the entire universe, especially if they possessed something stronger than a human to come to life again. He knows what he must do, but he hates it. The only comfort this time is that they're all already dead. He just has to get rid of the echoes they left behind in the world. The amount of Old Ones he has to deal with scares him and in his mind, he immediately shuffles the one that is awake, the one that could still bring war and death, in with the others. Better to make sure._

_But then the vampire grabs him, pleading for her life. The vampire with a soul. Another surprise, as much as his passionate plea for the Doctor to not kill his friend. Because no matter how he might sugarcoat it in terms of protecting the universe, it would still be murder. The thought makes him sick, even as the vampire's words ignite his curiosity about the Old One with the human form again. Instead of answering, the Doctor leaves. It is cruel, he knows, but right now he hasn't the energy to be kind. He needs to get rid of yet another problem to keep humanity safe, to keep Time on track. Old Ones reemerging was never supposed to happen. They were all supposed to be trapped in another universe, raging against the Time Lords that had put them there. But that's just it, isn't it? The Time Lords are gone and so the Old Ones had taken it upon themselves to reshape this universe to their liking. And if he has anything to say about it, he'll make sure their influence will be kept to the barest minimum._

_When he enters the Deeper Well, there is no guardian. It is a cold, damp and lonely place, but the fact that there is no one to keep watch over it worries him. It is fortunate then that the vampire told him of this place, because sooner or later, something would have gotten out. Something already _did_ get out and that is part of the problem. He looks down over the bridge and feels sick in the presence of so many sleeping Old Ones. Their aura surrounds him and he shivers. They don't belong in this universe and he can feel it crawling along his skin, the _wrongness _of their presence. Now, there is no question of getting rid of them. Luckily, it will be a simple enough thing. All he needs is a transmat powerful enough and that is easily solved with the remaining energy of the supernova. He exits the Deeper Well without glancing backwards._

_Soon, he is watching a black hole devour the sarcophagi from his TARDIS, feeling numb. There is no victory or accomplishment in what he has just done, only a grim resignation. After the last Old One is devoured, he closes the blue door of the TARDIS and heads in search of his undead guest. He doesn't know what else to do._

**xxx**

After an hour or two of brooding on the bed, Spike finally managed to rouse himself enough to get out of it. He had the feeling he should have been raging against the Doctor's decision, doing anything in his power to save Illyria. But he felt beaten and disheartened and something in the Doctor's expression when he left had put all thoughts of rescue out of his mind. On some level, he knew the Doctor was right. Without Drogyn guarding the Well, it would only have been a matter of time until something got out. But he didn't think he could ever forgive the Doctor for chucking in Illyria with the rest. Or stop hating himself for not trying harder to save her.

Spike winced as newly healed skin pulled across his ribs where the Polgara had slashed him. He lifted a T-shirt that didn't belong to him to check the wound, only to find, smooth, slightly pink skin. There wasn't even a scar. He traced the skin lightly with his fingertips. That kind of healing wasn't usually possible without a few pints of blood and a good day's rest. Speaking of blood, he was feeling rather peckish. It surprised him. Somehow it seemed wrong to have food on the mind. But he shook off the feeling; he excelled at surviving and to do that, he needed to eat.

He eyed the door to the bedroom. The Doctor hadn't actually said that he _couldn't_ leave and even if he had, Spike wasn't about to do what he was told, not now when he had regained some of his energy. Seeing that he was dressed only in comfortable sweatpants and a grey T-shirt, he looked around for his own clothes. He found his boots at the foot of the bed. They'd been cleaned of the mud, blood and gore. A closet in the corner revealed his duster hanging from a hanger, the rips and tears it gained in the fight now repaired. Another hanger sported his faded jeans and T-shirt. Whoever this mysterious Doctor was, he sure had a good dry cleaner. The faint ever-present humming in the background changed slightly. Spike stiffened and glanced around. He was alone, but he couldn't help but feel as though there was a presence all around him. Brusquely, he dismissed it as a flight of fancy and started to yank his clothes on.

Now fully dressed, he exited his room. The hall stretched indefinitely in both directions, with countless doors and more hallway openings. There were even a few staircases twisting away somewhere. It was well lit, but with a golden glow that gave everything an organic appearance. When Spike ran his hand along one wall, it didn't feel anything like paint and plaster or even metal. It was more like...coral. He could feel faint vibrations emanating from the wall under his hand. It was like there was an engine running throughout the whole place. Was he in some kind of a ship?

"This place is mad," he muttered and set off in a direction. The first door he opened made him instinctively jerk away. For a moment, he thought he had found the exit, but if he had, it was to no place on Earth. So much for his ship theory. Sunlight poured out through the door and Spike stared at it, strangely drawn to it. What if he just-? He shook his head angrily. He was just exhausted, mentally and physically. He'd get over it. But still, he couldn't help reaching out one hand towards the sunlight, needing to feel the burn to know he was alive, to know he'd actually survived the alley and this wasn't some sort of death dream. But as the sunlight caressed his skin, he only felt its warmth. The Hell-?

He knew he hadn't Shanshued. He didn't have a heartbeat and he hadn't had a reflection in the mirror that was in his room. Still, Spike couldn't help but grin. Even if it was only simulated sunlight, he wasn't going to pass this opportunity up. He stepped through the door, feeling his jaw drop.

In front of him stretched a field of red grass under a burnt orange sky, two suns shining overhead. All around him, plants of every type flourished, some he recognized, but most which he didn't. A path stretched at his feet and he stepped onto it. The sunlight beat harmlessly at him. He lifted his face up to the sky, closed his eyes and just basked in it for a few moments.

"Blimey," he said quietly. This place was wholly alien, but it's function grew clear soon enough as he walked down the path. Here and there, benches were placed, or there was a pleasing arrangement of plants around a strange statue. There was something ahead that looked like it might be a hedge labyrinth. This place was a garden, but like none he'd ever seen before. Spike followed a fork in the path that seemed to lead away from the carefully tended areas.

Here, the red grass grew taller and the flowers dotted through it grew wild. Ahead, in the distance, he could see a small copse of silver-leafed trees interspersed amongst more familiar, but still beautiful green-leafed trees. He headed towards it, soon finding himself under the eaves of a cool forest. He could hear a small stream burbling somewhere deeper in. This place was a balm on his ragged nerves. Right now, he didn't feel up to his usual way of forgetting. Besides, he didn't think the Doctor really had the amount of alcohol it would take him to escape from this fucked up situation. All his friends dead, the last one going to be soon for the so-called safety of the universe, unsure of his own fate, the 'guest' of some ancient being and just tired, so bloody tired.

He dropped to the ground and leaned back against a smooth, silver trunk. He drew his knees up and rested his head on them. He had no idea where he was and no one on Earth would miss him and that was all right. They had their own lives to get on with. Right now, the only thing he wanted to know was what had happened to Wolfram and Hart, if they had won. He knew he'd never rest until the bastards were dead, but what the Hell could he do against them on his own? Still, he'd die trying. For the rest who did; he owed it to them to try. Maybe he did have a bit of a death wish, but only if he took a few of them down with him. Kept fighting the good fight 'til the end.

Soft footsteps jerked him out of his reverie. His nose twitched with the strange scent of the Doctor as the man drew nearer. However, Spike didn't move from his position. He really wasn't in the mood to talk to the guy who was going to kill Illyria. And it would be murder, no matter how the Doctor phrased it. Spike had killed plenty of people himself, but at least he was honest about it. Granted, his motives had rarely been as altruistic.

Leaves crunched under the Doctor's feet as he approached. Spike could feel the Doctor's gaze settle on him like a heavy shroud. He remained motionless. The Doctor sighed and flopped down to the ground beside him. Spike felt that same almost burning again in the Doctor's presence, a constant reminder that this man was not what he seemed. As if he could ever forget. He remained silent, even though he was brimming with questions. What the hell had happened to Wolfram and Hart? Was Illyria dead? Forced into the darkness with the rest of her kind? What was the Doctor going to do with him? Who was the Doctor anyway? Where was he? The questions blurred together until it was all he could do to keep quiet, forcing the Doctor to be the one to break the silence.

Finally, mercifully, the Doctor drew breath to speak. Involuntarily, Spike tensed.

"It's done," he said quietly. Spike felt his anger boiling over.

"You utter bastard," Spike's voice was soft, but no less deadly for it. He finally lifted his head to glare at the Doctor. The Doctor coolly stared back, one eyebrow raised in slight amusement.

"You _want_ a horde of Old Ones sleeping under the Earth?"

Spike laughed mirthlessly.

"'Course not. But we both know that's not what I meant. You gonna kill me too? Murdering vampire here."

The Doctor stared at him for a long moment, his expression inscrutable.

"No," the Doctor finally said solemnly, "No, I won't kill you," his voice sounded very sad and very tired, much like Spike felt right now. But Spike wasn't in the mood to be charitable towards the man who had killed the only (sort of) friend he had left in the world. He was sure his hate was reflected in his eyes, but the Doctor's expression didn't change as he continued to look at Spike. It felt like the Doctor was staring right through him.

"And before I decide what to do about your friend-"

Spike's sharply drawn breath cut the Doctor off.

"She's still alive?" He stared at the Doctor incredulously. For all his talk about the danger Illyria presented to the Earth, the Doctor had still spared her. What the Hell was he playing at? Spike couldn't really get a read on the Doctor and that unnerved him. Usually, he had someone sussed out only a few minutes after meeting them.

"Mmmm," the Doctor agreed, finally looking away from Spike, "thought about what you said. I've never known an Old One to take humanoid form. How did that happen?"

Ah. Curiosity, that age old adage that had killed the cat. If that was what it took to save Illyria, well, Spike reckoned he could give it a go.

"Fred-" Spike stopped suddenly and had to swallow. It still hurt. "She touched Illyria's sarcophagus. She was consumed from the inside, hollowed out to make room for a god," Spike exhaled in another breathless laugh, "Turned into a shell."

"I can't imagine what it must have felt like to watch that," the Doctor murmured, "See her be hollowed out from the inside."

If the Doctor had been dismissive of Fred somehow or if he had belittled her, Spike wouldn't have hesitated to rip out the Doctor's throat, soul or no soul and powerful ancient being or not. But the Doctor's voice was respectful and Spike could hear the sorrow in it for a girl he had never met, a girl he couldn't possibly have saved, even if he had somehow known. From the happier and kinder glimpses Spike had seen of the Doctor, Spike rather thought Fred would have liked him. She had a way of making everyone feel better, happier, lighter. He swallowed harshly again, the thought of Fred not getting any easier over time.

"I assume Illyria's powers were somehow lessened? A simple Time Lock wouldn't have held her at her full power."

"Yeah. She couldn't contain all that power in a human shell. Percy," Spike resisted the urge to wince, that wound much fresher," I mean, Wesley, managed to siphon it off to some other dimension or some such. Never bothered to learn the details."

"Another dimension? With your technology? That's a bit...well, impressive."

The Doctor seemed rather intrigued by that and Spike mentally gave him points for not pestering him about it further. Both because it would annoy him to admit to something that he had no way of knowing or learning and the fact that the Doctor clearly wasn't interested in the power, more by the method they had used to send it away.

"Why was she helping you? Old Ones cared for precious little other than war and conquering."

There was genuine curiosity in the Doctor's tone and Spike could see a small spark of life flicker in the Doctor's eyes the more they talked. He was becoming more animate and Spike could more clearly see the sort of man the Doctor was when he wasn't weighed down by his responsibility to the universe. Though why the Doctor felt it was his responsibility, Spike still didn't know.

"That was her initial plan. But she'd been dead for so long, all her armies had crumbled into dust. She latched onto Wesley, looking for a guide to this world. He-he'd loved Fred and I think she used that, a little. I think she was more than a bit confused though. Kept saying how humanity had infected her-"

At this, the Doctor flinched, an old wound obviously poked at, old memories unexpectedly brought to the fore. But his expression soon smoothed over and a dawning look of understanding grew on his face, a hint of wonder underneath.

"She began to feel," it was said more as a statement than a question. Spike shrugged and looked away, wishing for a cigarette, something, anything to occupy his hands with.

"Yeah, s'ppose so. Didn't really know how to deal with it." A small smile flickered on his face when he remembered that moment before the battle._ I wish to do more violence._ He drew in another sharp breath.

"But that's not important right now, is it? Question is, what are you going to do with her?" He lifted his gaze back up to the Doctor. The man looked thoughtful, poking the ground in front of him absently with his shoe. After the silence between them had stretched, the Doctor blew out a sharp breath.

"No second chances," he muttered to himself, snorting, "what a load of bollocks." The Doctor looked at Spike, who was a bit startled at the sudden liveliness the Doctor's face held.

"I'm going to let her go. And then I'm going to give her a choice."

The Doctor suddenly grinned at Spike, as though the thought of one less death on his conscience had cheered him up immeasurably. And Spike suddenly realized that the Doctor didn't take pleasure from getting rid of the Old Ones or contemplating getting rid of Illyria. He was just impossibly old and tired and for some reason felt a responsibility to protect the oblivious people of Earth. And any chance of _life_ winning out had to be taken to heart and treasured, even if it was just a lost Old One, stuck out of her time. It was such a completely incongruous mixture of world-weariness and love of life that it had Spike staring up at the Doctor blankly from where the man had jumped up to his feet enthusiastically. He stared at the hand held out to him and up into the Doctor's sparkling eyes. With an eye roll, Spike accepted the hand and was hauled to his feet in a surprisingly strong grip.

"Allons-y then!"

**xxx**

_He finds the vampire in his garden. After an initial flash of anger - it's _his_ place - he shrugs it off and heads in deeper. It's pointless to get angry as the damage is already done. And it's a beautiful place. He thinks he probably should have shown it to Rose. Apart from his TARDIS, it's the only remnant of Gallifrey he has. He takes a moment to just bask in the familiar scents and the feel of two suns on his skin, even though he knows it is just an illusion the TARDIS creates. He can't feel the turn of his planet, but the TARDIS is in the back of his mind, a soothing presence._

_The vampire is hostile, of course he is. He thinks the Doctor just killed his friend. But he couldn't. It shouldn't have been different, seeing the Old One face to face, she should have been just another obstacle to overcome, but seeing her face, he had hesitated and thought of the vampire's desperate words. So he left her in a Time Lock for the moment; he could decide her fate later, after he had learned more about her. One day, curiosity is going to be the end of him. But without it, life would be so terribly dull. He grins inwardly, thinking it a fair trade._

_As the vampire talks, he thinks about the words he had spoken on the Sycorax ship and he can't help but feel like they'd been a lie. The words had meant to be cold, reflect his lack of caring when his enemies refused to listen, but the truth is that it still guts him almost every time when the means he uses to force them to stop results in their deaths. He's seen far too much death lately and he's tired of it._

_Now, he can't help but feel relief that he might not have to take another life, that there might be a chance this Old One won't conquer, won't search for the non-existent glory of war. He's actually a bit giddy with it and he thinks the vampire thinks he's mad. The Doctor thinks he might be a bit mad as well. But he jumps to his feet anyway, glad for the distraction and hauls the vampire up to his feet too and doesn't think to let go of his hand until the vampire yanks it away with an exasperated huff. Earthlings and their hang-ups._

_On the way to where he stashed Illyria, the Doctor finally thinks to ask for the vampire's name. Spike - it's oddly fitting._

**xxx**

There was something beautiful in the deadly grace Illyria exuded as she stood frozen mid-kick at an invisible foe. Her eyes were wild, but her face was calm, trapped in a moment in time. Her armor was torn and ripped, her blood suspended mid drop from her few wounds. The Doctor had placed her in an empty room in this...place of his, wherever it was (Spike had a feeling they were a long way from Earth, possibly in a different dimension). As everything else here, the room looked faintly organic, hexagonal roundels spaced along the walls. The ever-present golden light suffused everything, the quiet hum or the room tingling at the back of his spine.

Spike stared at Illyria from his corner, still wishing he could have a cigarette to fiddle with if not light. He had a feeling the Doctor wouldn't approve of him smoking in here.

"You know she'll be right pissed at you, mate?" he said to the Doctor, but didn't take his eyes off of Illyria. He felt the Doctor shrug next to him.

"Wouldn't be the first time I've had a god angry at me. Doubt it'll be the last," the Doctor took in a deep breath, "Right, best get this over with."

With that, he held out a slender silver device and pointed it towards Illyria. A blue light at the end of it shone and it whirred softly. Spike stared at the device and for the first time it occurred to him that this Doctor might not be exactly _supernatural_. For all the nerve-wracking power he exuded at times, the Doctor had never actually displayed any sort of mystical abilities. And he'd never actually answered _where_ he was from. No self-respecting demon or demigod or what have you would stoop to using technology. And he seemed to _belong _in this universe in a way that none of the mystical ever had. He was still trying to fit the newest piece of the puzzle in with the rest of what he knew, but a sudden movement from Illyria brought his attention back to her.

Breaking out of the Time Lock, Illyria finished her kick, effortlessly compensating for the sudden lack of an opponent. She whirled around to face the two of them, teeth bared, eyes wild.

"What have you done to my prey? I was not finished with them!"

Her eyes locked onto the Doctor and she suddenly stopped, staring in surprise.

"Time Lord," her eyes narrowed. Spike repressed another instinctual shiver at the name. Some primal part of him recognized it - and feared it. The Doctor coolly stared back at Illyria.

"Illyria," he nodded.

"You know me?" she titled her head to one side, curious.

"Oh, the most powerful of the Old Ones, God King of your race?," his flippant tone grew serious again, "Grew up on stories about you, always trying to force your way into this universe. I'd always thought my people had succeeded."

"They had," she acknowledged, "Until the very universe trembled with the death cry and slaughter of billions. Time changed and a way was open for us to be here from the very dawn of the universe. The Time Lords were gone. I often wondered what had become of them, what caused them to leave this universe at our mercy."

"Not all of them are gone," the Doctor's voice was hard and his expression grim. But his eyes were filled with grief.

"A last member of a forgotten race," Illyria sneered, "You have no power over me."

She was scared, Spike could tell. Not to any outward appearances, but Spike knew that the more something didn't sit right with her, the more imperious she got, falling back to her original mannerisms. Though that also happened when she was pissed off as well. He watched the confrontation between the two, feeling forgotten and also a little glad for that.

"No?" the Doctor asked mildly. "Then how come it only took a simple Time Lock to capture you?"

Her lips curled back in a silent snarl and her hands clenched into fists.

"I'm not the only member of a forgotten race in this room," the Doctor said softly.

"Your entire race was wiped out, mine still sleep in the dark places of this world."

Spike winced, for both of them. It couldn't be easy, being the last. Spike only had a small inkling of what it felt like. He couldn't imagine _everyone _like him being gone, Earth being gone; the concept was far too big for him to grasp. He wondered how the two stayed sane, if they even did.

"Not anymore," the Doctor's gaze was fixed on Illyria, serious and penetrating, even though his stance was casual, hands in his pockets. Illyria faltered, an echo of grief flickering across her face before it gave way to anger.

"You - what have you done?" she strode forwards and grabbed the Doctor by his throat, lifting him over her head. Spike started, unsure who to help, if he should even help, but the Doctor's eyes flicked to him. Stay put, his look seemed to say. Cursing inwardly, Spike obeyed, ready to take action, however, if things got even more out of hand. Somehow it seemed poor repayment to have the guy who took them away from the battle choked to death by an angry god.

"I did what I had to to safeguard the universe," the Doctor sounded remarkably calm, despite the hand clutching his throat, "If unleashed, your brethren would sweep upon this universe like a plague, endlessly bringing destruction and war wherever you went. I couldn't allow that to happen."

"No less than the universe deserves!" she said fiercely. "But...I-I am alone," Illyria finished quietly, her anger suddenly drained. She seemed to be in shock. Then her expression hardened and she glared up at the Doctor again, "And what of myself? Why was I not disposed of with the rest?"

"Why haven't you started conquering?"

"My armies were turned to dust and the world was strange."

It was almost a rote answer by now. Spike fancied even Illyria didn't know for sure anymore.

"Oh come on," the Doctor scoffed, "Great, big Old One like you? As if that would have stopped you."

Illyria faltered, looking unsure for the first time.

"This shell - it infects me. I_ feel_. It isn't my world anymore and my guide is dead. I feel grief," she looked up at him, almost pleading, "How can you stand it? I feel trapped and I wish for vengeance."

Illyria looked around, noting once again that the battle was over and she was out of the alley.

"What have you done to the armies of the Wolf, Ram and Hart?" her voice was cold.

"They're gone. I closed the walls between dimensions - again. They won't be coming back. Nothing will _ever _be coming back from that hell."

Illyria dropped the Doctor suddenly and turned away. Spike just stared as the Doctor rubbed at his neck, for a moment looking wholly human. He'd gotten rid of Wolfram and Hart, just like that? A part of Spike felt relieved. But a bigger part felt angry. Wolfram and Hart were gone and those bastards would now never pay for what they'd done to him and the rest.

"What will become of me? Am I to be kept here? As a pet?" Illyria's posture indicated she would sooner rip out the Doctor's spine.

"What?" the Doctor asked, eyes almost comically wide, "No! No, you can leave if you want. Or...you can join the rest of your kind," the Doctor winced at those words. Spike wanted to kick him for giving her that option, but he supposed she had a right to know it was there.

"Join them in death, you mean?" Illyria said, considering the Doctor's words, "Or stay in a world that has no place for me. In a universe devoid of meaning? All I am left with is grief."

"Grief is not the only thing in the world. And who says the universe has no meaning?"

Illyria cocked her head at the Doctor curiously.

"Wesley attempted to tell me the same, but he was too damaged to see further than his own grief. Explain," she said curtly, obviously thinking nothing of bossing the Doctor around. Luckily for their continued existence, the Doctor didn't mind. Listening to the Doctor's passionate explanation of how he viewed the universe, Spike felt a bit humbled. And glad that such an innately optimistic soul was the one who kept a watch over it.

"We make our own meaning in the world, we try, fail, laugh, cry, watch telly, we _exist_ because billions of years ago a few atoms collided in space. There's so much life out there and just because there might be no grand plan or afterlife or whatever, doesn't mean that everything's worthless. Because it's the opposite. If nothing has an underlying purpose, then even the smallest act of kindness, even the smallest spark of life - well, that's the greatest thing in the world."

**xxx**

_He says that to her because he really believes it; he has to believe it. Otherwise, what's the point? He has to believe that what he does can make a difference, that the universe is a beautiful and terrible place. Wonders to fill your heart and enough horrors to crush your soul. Every life is precious, because - what are the odds of it having started in the first place? The universe is teeming with life and that is a _glorious_ thing._

_The Old One watches him, gauges his words to a scale he can't even begin to fathom. She and her kind are an old breed, not of this universe. They came before space and time and matter and that terrifies him, just a little bit. The Time Lords had locked them from this plane of existence for ages, before the Time War left a way in for them and then it had been as though they had always been here. And now, the only remnant left is staring at him, wondering if it is worth the trouble to keep on living. He wants to shout at her that yes, yes it is but he can't quite bring himself to do it. She's dangerous and he knows that if she wanted to, she could reclaim her power and conquer the universe - easily done since she is so close to the heart of the TARDIS. But he is also tired of killing and has already committed genocide once again today, even if they had already been dead for millennia. He can give her this chance, surely?_

Very well, Time Lord,_ Illyria states imperiously, her grief already concealed behind a cold mask, _To live is to be victorious against your foes. But I wish to see the defeat of the Wolf, Ram and Hart_._

_This, he had not expected. But he takes them to see the ruins of the last battle at the Hyperion hotel anyway, because he knows that sometimes, closure is needed._

_The area is crumbling heap of rubble and corpses. All is quiet. He brought them to a time when the battle still hasn't been discovered by the authorities. It is the same night they left. The rain is washing away the blood of hundreds of fallen demons and somewhere in there, is the corpse of their friend. The other vampire that had been fighting with them had fallen moments before the Doctor had arrived. Just one more person he has failed to save. And no matter how foolish it may seem to the other two, he feels a pang of sorrow for the sheer number of lives lost today. But he couldn't have let the demons roam around LA, slaughtering even more people. They didn't belong in this dimension. He turns to look at his two companions._

_Predictably, Spike rages against it all, pours out his grief, hurt and anger against the uncaring corpses and bits of rubble that used to be the Hyperion. He begins to beat at a wall, uncaring of the damage his hands are taking. The Doctor doesn't stop him, but only watches, remembering his own grief. Spike keeps at it until he collapses from tears and exhaustion._

_Illyria merely stares up into the sky, rain falling against her face. Her ice blue eyes sweep across the alley until she turns to him and nods sharply. _This will do_, she says and enters the TARDIS again. The Doctor stares after her and then helps Spike back inside. He takes them away from the carnage. _

**xxx**

Later, Spike had somehow managed to find himself in some sort of study, surrounded by bookshelves and comfy leather sofas. There was even a roaring fireplace. All around him, bottles of liquor were strewn about, some empty, some placed in neat rows, waiting to be drunk. Next to him, the Doctor was absently picking at the label of what appeared to be some kind of vodka. Illyria was off to the side, half-concealed in shadows, apparently communing with a wall.

Spike was more than a little tipsy, trying to drown out his guilt and grief in alcohol. The Doctor had joined him on an apparent whim, happily chatting his ear off about the various alcoholic beverages he had collected from all over the universe. It's been hours since they freed Illyria from the Time Lock and went back to where the battle had taken place. There'd been nothing there but blood and mud and bones and rubble. The ground had been strewn with the corpses of their foes. When asked about Wolfram and Hart, all the Doctor said was that the walls had been closed. Spike still didn't know how to feel about that. He was angry that he couldn't beat the shit out of Wolfram and Hart personally, but a far greater part of him was now relieved he didn't have to and that _that _particular threat to Earth was over. There was nothing for him there now. Buffy and the rest had their own lives to lead and he didn't think he could stomach seeing them again, at least not so soon.

Spike picked up a bottle from the table and peered at it. Some sort of tequila, he thought. It was small and he finished it off quickly. He reached for another bottle. Pot luck this time. He'd been rather surprised at the variety of alcohol the Doctor had on board his..well, he'd called it the TARDIS, whatever that was. Spike hadn't really been listening to the explanation. He was more intent on getting stinking drunk. It was only too bad there wouldn't be shagging somewhere in there was well. Illyria, he wasn't going to touch with a ten-foot pole, not with Fred and the loss of the others still so fresh on his mind. And he didn't think the Doctor would really welcome any advances. Maybe if he got a bit drunker. But drunk or not, Spike still found himself a bit fascinated by the man sitting next to him. He wondered when his feelings towards the Doctor changed from animosity to reluctant admiration. He suspected that often happened around the Doctor.

"You really see the world like that?" Not exactly the question he had set out to ask, but the Doctor's words had been nagging at him. The attitude reminded him of Angel's team and the Scoobies all rolled up together, but stronger than both, such a conviction in his words that would take something truly catastrophic for the Doctor to stop believing them.

At his question, the Doctor glanced at him, peering at him over the rim of a bottle.

"Yup," he said simply, popping the 'p'. "Well, the way I see the whole universe is a bit more complicated than that. You try having all of time running through your head. But essentially, yes. Everything in this universe moves, changes, grows and lives. The whole universe is _dancing_ and oh - it's brilliant!"

Spike looked at the way the Doctor's face and eyes lit up and couldn't help but feel a bit jealous. He had only lived for little more than a century and already felt so jaded. How did the Doctor manage to keep all of his wonder for life? He couldn't help but want a little bit of that - to regain some of the joie de vivre that he'd lost in the past few years.

"So, what the Hell are you?" That didn't really come out the way he wanted it to either. Spike peered at his bottle of something called Betaran wine, as though it was its fault. Thankfully, the Doctor seemed more amused than anything. He barely resembled that strange angry creature that had faced off with Illyria anymore.

"I'm a Time Lord, told you. And yes, it's just the Doctor. Didn't we already have this conversation?"

Spike stared at him, trying to focus and failing. He blinked and the Doctor's visage swam back into view. Spike couldn't keep from staring at the Doctor's hair. It was like it had a life of its own. With effort, he wrenched his mind back to the conversation.

"No, you babbled at me a mile a minute, your name somewhere in there and then you proceeded to go all vengeful god on the Old Ones. You're not one, are you?"

The Doctor, looking more morose than vengeful at the comment, blinked in confusion at the question.

"An Old One?"

"No, you git, a god."

"Blimey, no. I'd make a lousy god, don't you think?"

"Some sort of demon then?"

"You are a bit thick, aren't you?"

"Oi!"

"Great big space and time ship didn't clue you in?"

Spike felt his head start to spin, unsure if it was from the conversation or the wine. He took another sip anyway, trying to pull his brain together long enough for it to work.

"This is a spaceship?"

"_And_ timeship. I could've sworn we'd been through this already."

Spike snorted, almost spraying wine everywhere.

"In your head maybe. So you're an alien."

"Mhmmm," the Doctor cheerfully agreed, tipping his head back to get at the last of the vodka, frowning a bit when it was emptied. Spike's eyes followed the Doctor's bobbing Adam's apple.

Spike's worldview titled to the left (or it could have been the booze). Huh, so aliens existed. If Andrew ever found out, they'd never hear the end of it from him. And apparently the Doctor was a time traveler as well. Spike amused himself for a moment thinking about everything he could do with a time machine. In his current drunken state of mind, it mostly came down to revisiting old girlfriends for another shag or playing retroactive pranks on Peaches. Maybe putting a few winning bets on Manchester United.

"What's with the police box then?"

That was something that'd been puzzling him ever since he'd stopped gawking at the impossibility of this huge interior fitting into such a tiny little space. Why a police box? Not that they hadn't been handy when they'd still been around. Spike felt a twinge of guilt (most of it drowned out by the booze) when he remembered how he'd stashed a few corpses in them or found some people to chew on already inside when they'd still been in use.

"Camouflage," the Doctor was looking into his bottle as though that could summon more alcohol. Maybe he could, using his Time Lord-y powers. Spike paused a bit when he processed his last thought. Good grief, he was starting to sound like the Scoobies!

"Very discreet, that," Spike snorted again, mostly to distract himself. The Doctor pouted. Spike gulped; the Doctor was entirely too good at that. Or maybe Spike was just too horny.

"Got a bit stuck. Nothing wrong with a police box. I quite like it," he grinned at Spike, empty bottle forgotten. Spike smirked back, reaching for another bottle. He blinked at the labeling, mind derailed momentarily from his lusting.

"They still make Guinness in the 32nd century?"

The Doctor leaned over, glasses perched on his nose. They shouldn't have been able to make him look even better. Was was wrong with him? Spike knew he didn't usually go for the geeky types, but there was just something about the Doctor that drew him in, a charisma that was evident even with both of them well on their way to getting smashed. And he really, _really _wanted to get laid.

"Ah, it was a beer revivement fad. They had a festival that lasted for weeks!"

But Spike was still mulling over the bottle. Or at least, that was what he was telling himself.

"So humans make it to the 32nd century? Good for them."

The Doctor laughed, with a delighted, open mouthed grin.

"Oh, Spike-Spikety-Spike! Humans make it beyond the end of the world!"

Spike looked at him suspiciously.

"S'not saying much. We had an apocalypse every year in good ol' Sunnyhell."

"Meant the natural end of the world."

Spike stared at him blankly. The Doctor sighed, looking rather put out Spike didn't know what he was talking about. He tucked his glasses away and looked at Spike forlornly.

"Sun expands, takes billions of years? No? Didn't you ever watch the Discovery channel?"

"Bad reception when you live in a crypt," Spike deadpanned. The Doctor laughed again, though Spike hadn't thought it particularly funny. He also thought the joy, however short lived, sat much better on the Doctor's face than all that anger and sadness from before. The Doctor leaned over, his grinning face only inches from Spike's, close enough that Spike could smell the alcohol on his breath and that unique scent the Doctor sported. Time and stardust and tea. It was rather odd, but Spike sort of liked it. It was very...exotic.

"I quite like you, Spikey," the Doctor said and tapped him on the nose. Spike had to restrain himself from either biting it off or nibbling on it. He never had been good at reigning in his baser impulses. "S'not so quiet with you around. And that's brilliant!"

The Doctor let out a small hiccough and started giggling. Spike swatted his hand away from his face and started snickering at the Doctor when he tilted to rest on the side of the couch with the motion. The Doctor's face was a picture of puzzlement and Spike couldn't help but laugh at the Doctor's bewildered expression.

Behind them, Illyria muttered something about 'poisoned vermin', which only sent Spike into larger fits of laughter.

"What?" the Doctor asked, but neither deigned to answer.

**xxx**

_It is nice, just sitting here and drinking. Not that he usually drinks so much, but it seems like a better idea than moping about the console room alone. At least this way he has company, however uneasy the two make him. So he shoves the uneasiness and loneliness to the side, determined to enjoy himself a little. Rose is gone and he didn't even get to say goodbye, but he can't resent the two newcomers on the TARDIS for that. It's hardly their fault the TARDIS drew his attention to their plight. Besides, if he hadn't helped, the Earth would have gone to Hell, probably a bit more literally than usual this time and there would have been no Rose to say goodbye _to_. At least this way, he has his memories._

_He always gets a bit maudlin when he drinks and perhaps that is why he answers Spike's questions without his usual dissembling. It is also fun to tease him, just a bit and titling a vampire's worldview, showing him that the world is larger than even _he_ knew, is quite rewarding. So even when the two tease him, he doesn't mind._

_He feels a bit lighter being able to make Spike laugh. The buzz he gets from the alcohol is pleasant and the company even more so. He likes Spike laughing, it's much better than the haggard expression he had from before. Much more handsome. And distracting. As are the pheromones Spike is releasing by the bucket-load. But he's not drunk enough yet to make the first move; he doubts he ever will be, really._

_Still, after a while, he gets a bit bored waiting for Spike to stop laughing. He suspects there might be more than a touch of hysteria to it. He doesn't want that, not when they'd been having...well, not fun exactly, but relaxing. He just wants to fix Spike and help him a bit and really, he'll blame it on the alcohol when he reaches out and pushes him off the couch._

_He grins down at the bemused vampire and can't help but wonder if Spike would like to see some of the universe. Illyria too. A second later, the Doctor wonders if he's lost his mind. A vampire and an Old One in the TARDIS? Well, there've been stranger things, he supposes, but not by much. Still, it all comes down to if the two of them want to stay. He won't force them. It'd be nice to have company, however. That's the last coherent thought he has in a while when Spike smacks him with a pillow in retaliation._

**xxx**

Somehow, the drunken impromptu pillow fight had escalated into an equally drunken snog-fest of epic proportions. Not that Spike was complaining, mind you, but it was all a bit sudden. He couldn't even recall who had started it, only that they had suddenly ended up lip-locked. And they were very nice lips, Spike hazily thought through the lust and booze buzzing through his brain. As ways of forgetting his troubles for a while went, Spike heartily approved of this one.

"Mm," he broke the kiss, gasping for unneeded breath. The Doctor had quite a mouth on him, and not just for talking. Spike wondered what else his mouth would be good for.

"Not that I mind this sudden, yet very pleasant turn of events, but what brought this on?" he purred into the Doctor's ear and then nibbled at it. He smirked with satisfaction when he saw the Doctor's eyes glaze over. He was pulled into another kiss. Okay, now he knew the Doctor wasn't human - no human could hold their breath for that long.

"You were giving off very pleasant pheromones," the Doctor murmured after coming up for air. He grinned wickedly and licked a long line up Spike's neck that shot straight to his groin, "Very enticing. And," here the Doctor paused to bite down on Spike's neck.

Spike growled and bucked down on the Doctor, causing him to gasp and clutch at Spike, his explanation forgotten. Spike buried his face into the Doctor's neck, nipping and sucking as he went. Far from being worried about being bitten, the Doctor encouraged him with a hand to the back of Spike's neck and some absolutely obscene sounds from his throat.

"Not too bad yourself," Spike punctuated each word with a nip. There was an intoxicating taste to the Doctor. Like his skin was just fizzing with some sort of energy Spike couldn't define. He rather liked it.

"Quite right too," the Doctor agreed with a cheeky grin, pinching a nipple through Spike's t-shirt. Spike groaned and moved to unbutton the Doctor's suit.

"Anyone ever tell you you've got far too many layers on?"

"Not really," the Doctor was happily licking a trail along Spike's neck as he spoke, hands playing along under his shirt.

"There was this one time in pre-revolutionary France, but that didn't really count since she had more layers on than an onion."

Spike grabbed at the Doctor's clothed groin, smirking at the strangled gasp and clutching hands it produced in the Doctor.

"That," Spike squeezed again, "Was for that lovely mental image."

The Doctor gasped out a laugh, pulling Spike down for another kiss.

"If that's the reaction I get for mentioning onions, I wonder what other vegetables could get me."

"Right, I'll do you for that," Spike mock-growled, talking off the Doctor's suit jacket.

"I believe that's the general idea," the Doctor grinned, reciprocating by pulling Spike's shirt over his head. Spike felt another thrill run through him at the admiring glint in the Doctor's eye.

"Is this human intercourse?" Illyria's voice broke through the mood like a bucket of cold water. The two men whipped their heads around to stare at her watching them from across the library. They had completely forgotten she was in the room. And of all the times the Old One had to decide to be curious! The Doctor was very wide-eyed, a faint blush beginning to stain his cheeks. Spike would have found that hilarious and a bit adorable (not that he'd ever admit it) in any other circumstances, but right now all he wanted was for Illyria to piss off and let him shag in peace.

"Do not stop," Illyria commanded, tilting her head in that way of hers, "I am intrigued by this display. I wish to see more."

Spike felt the Doctor shaking beneath him and glumly figured there'd be no shagging tonight. He looked down at the Doctor, only to see him shaking with silent laughter, barely keeping it together. Spike huffed a bit, irritated that the Doctor found this funny. 'Course, it _would _be funny if it were happening to anyone but him. Large brown eyes sparkling with mirth stared up at him and Spike felt some of his irritation fade away.

The Doctor smiled at him, an absolutely

sweet smile that had no place in what was really just two strangers fucking to get out of their heads for a while. It really shouldn't have made him want to smile back just as sweetly.

"C'mon," the Doctor sat up, involuntarily pushing Spike away. Spike sighed, resigned to the fact that he'd be getting reacquainted with his hand that night. He was somewhat surprised at the warm hand that slipped into his and the bright grin the Doctor gave him as he hauled him up to his feet.

"Let's take this somewhere more private."

Spike returned the Doctor's grin.

"Best bloody idea I've heard all night. Sorry Blue. If the Doc's got cable, I'm sure you can get your jollies elsewhere," Spike shot back to a motionless Illyria as they left the library. They really needed to put a bell on her.

**xxx**

_There is a vague thought in the back of his mind that this is not the greatest of ideas he's ever had. But when Spike kisses him again, the Doctor throws caution to the wind and just decides to enjoy this rather unanticipated turn of events. He's sick and tired of feeling sick and tired (not to mention feeling lonely and all the other things he won't let himself think about), so he reckons he deserves a little time not thinking about anything at all other than the delightful things Spike is currently doing to him._

_Besides, this turn of events is not even necessarily bad. It's not like Spike expects a commitment from him and what with him being a vampire, a normal life is sort of a moot point. He's not even sure Spike will want to stay (not that he's gotten around to asking him yet), so he doesn't really have the energy to wonder what the consequences will be. For once, he just doesn't want to think of the consequences. He's far too busy mapping out Spike's chest with his tongue. There's a rather intriguing taste to him that the Doctor can't place. He wonders what he tastes like to a vampire's heightened senses._

_The incident with Illyria had been rather embarrassing, but now that they're in some random room the TARDIS chose, he finds he can't worry about that either. Not with Spike staring down at him with a decidedly predatory look on his face. The Doctor grins and stops thinking at all for a while._

**xxx**

Thoroughly shagged out, Spike's only complaint afterward was that he had no cigarette to light up. The crazy mop of hair lying on his chest twitched slightly as the Doctor moved.

"No smoking on the TARDIS," the Doctor mumbled sleepily, smoothing a hand down Spike's chest, "Gets into her circuits and she gets cranky for days."

Spike stilled at the Doctor's words, an uneasy feeling creeping into his gut.

"You reading my mind, pet?"

"Don't be silly," the Doctor yawned, the stubble on his cheek producing a tickling sensation as his jaw moved over Spike's skin. Spike almost relaxed when the Doctor continued, "I don't do it without permission first, that'd be rude."

"So you _could _read my mind?"

Spike wasn't too happy about that possibility. He liked his thoughts just where they were. He felt the Doctor frown against his skin.

"I guess. If you were projecting strong enough and I was touching you. Not really easy if you're not a telepath and you aren't close by," the Doctor continued thoughtfully, seemingly not noticing the subject was making Spike uncomfortable.

"Right," Spike drew in a deep breath. Alien, the Doctor was alien. His telepathy had nothing to do with any magic or anything mystical. Spike had always been a bit twitchy around magic, more so after Willow's jaunt to the Dark side. To the Doctor, being telepathic was probably as natural as breathing. _Speaking of which,_ he thought as his internal monologue started to tread down a naughtier path.

"How'd you do that thing with your mouth?" Spike asked, content to change the subject for now. He could feel the Doctor's smirk.

"I recall doing lots of things with my mouth. You'll have to clarify," his tone was rather smug. Spike would have been irritated if a certain smugness hadn't been justified.

"No human I know of can hold their breath that long. And before you start, I'm aware you're not human." Not like he could forget, with the way the Doctor smelled and the hearts beating out a drumbeat against his chest.

The Doctor's grin widened, his fingers idly tracing circular patterns on Spike's chest.

"Respiratory by-pass," the Doctor said, a faint smugness still present, "I can hold my breath for a _long _time."

"Comes in handy, that," Spike grinned, passing a hand through the Doctor's unruly hair, still fascinated by the way it sprang up on its own. Either that, or the Doctor had some future hair-gel which didn't leave his hair a stiff mess, but kept it soft and springy. The Doctor hummed in agreement to his statement, almost purring at the sensation. Spike smirked at that. Like a great big ruddy cat, the Doctor was.

"Any other quirks I should know about? Not gonna get me pregnant with your spawn, are you?"

The Doctor snorted in amusement, the vibrations of his laugh sending a tingle throughout Spike's body.

"Wrong century for that where you come from. And technically, you're dead; hardly ideal if you want a viable genetic sample."

Spike chuckled too, before what the Doctor said hit him.

"What do you mean _wrong century_?!"

"21st century Earthlings and your quaint little categories," the Doctor said affectionately and moved his head to grin up at Spike, eyes dancing with laughter. He did laugh when Spike's jaw dropped open slightly.

"You've _got _to be bloody kidding me."

"Nope," the Doctor's grin widened. Cheeky sod.

"By the time you get out into the stars, you'll meet so many different species that the concept of male and female ceases to matter. In fact, I found the motto you lot came up with very amusing."

"Oh?" Spike managed, trying to get his head around it. Sure, he was a vampire and thus open to debauchery of all kinds, but he'd never really thought humans would get rid of all of their hang-ups so easily. And what the Doctor had implied about pregnancy didn't really bare thinking about.

"So many species, so little time."

Spike had to laugh at that. You had to admire the simplicity of it. Humans had a tendency to spread like cockroaches and what better way to do it than by consorting with everyone they encountered? Illyria would be tickled pink (in a disdainful, homicidal way) if she knew.

"So you're saying humanity becomes the equivalent of universal sluts?"

The Doctor tutted at him, a devilish glint in his eyes.

"That's a bit harsh. You stupid apes can hardly help it if your biology entices you to propagate throughout the cosmos."

Spike raised an eyebrow at that.

"I seem to recall you rather liking what this 'stupid ape' was doing with his biology."

It was delightful seeing the Doctor suddenly squirm, blushing lightly. You'd think the Doctor was a bloody virgin sometimes the way his mood changed so unpredictably. The sight of the Doctor so thoroughly debauched, all mussed hair, glazed eyes and kiss-swollen lips (not to mention the faint bruises where Spike had bitten too hard or clutched at him too tightly), sent a pang of lust right down to his groin - again.

They stared at each other for a long moment, the Doctor's blush slowly fading. Spike slowly smirked, his grin widening when he saw the Doctor's pupils dilate and heard his hearts speed up. Spike inhaled deeply, noticing the Doctor do the same, his nostrils twitching. Having a partner almost as sensitive as him in detecting pheromones was a bonus Spike hadn't quite anticipated.

"Don't know about you," the Doctor began huskily, "But I know I wouldn't mind a bit more of your biology in me."

Spike didn't reply verbally, but instead yanked the Doctor down to himself, capturing his lips in a bruising kiss.

He just really hoped he didn't have a headache in the morning (or whatever the time of day was on this ship) when the alcohol completely wore off. But really, thinking about that could wait with the Doctor ready beneath him for another go. Spike grinned and lost himself in the motions once again, both of them forgetting their troubles for a while.

**xxx**

_This regeneration of his certainly has a libido that surpassed the others. It is actually quite a nice sensation. He wonders why he doesn't do it more often, but then remembers the best sex is with people he actually cares about or has known longer than a day. The thought would sober him if Spike wasn't doing something with his tongue that the Doctor is pretty sure has been banned in five galaxies._

_Sex is nice, but companionship is better. Both would be even nicer, but the Doctor has always had very good reasons why he never started something with his Companions. It's just that right now, with the loss of Rose so fresh and Spike's ministrations firmly front and center in his mind, he has trouble remembering them._

_Later, when he is lying on the bed thoroughly sated and relaxed like he hasn't been in years, he thinks that humans were clearly onto something when they invented the term fuck-buddies.  
_  
**xxx  
**  
The next day (morning, afternoon, evening? It was impossible to tell on this ship), after they'd dragged themselves from bed and the Doctor somehow managed to cure Spike's pounding hangover with some miracle cure, all three of them were inside the Doctor's vast garden. Spike was leaning against one of those strange silver trees, watching the Doctor lie in the long red grass, somehow managing to be the picture of boneless relaxation. He looked quite at home among the strange grass and alien plants. Spike wondered if this was what his home world was like.

Watching him like that, it hit him that again that the Doctor was an alien. Which just went to show that life could still surprise even him. Spike couldn't quite get his head around the fact. An impossible man with an impossible spaceship had saved them from an impossible battle against impossible odds. This whole situation just went to show that _nothing_ was impossible. Not even Illyria smiling - _smiling_ - at her first look at the garden. Not a smirk, but an actual smile. Though she'd come awfully close when she first saw them that morning. Thankfully, she hadn't pestered the two of them about the night before.

"This place pleases me," Illyria's matter-of-fact tone drew Spike's attention from the Doctor's prone form to her. She was standing over the Doctor, looking down at the Time Lord. "This is how your world looked?" she asked, making it almost a statement.

The Doctor lifted himself up to his elbows, plucked at a few strands of the grass and absentmindedly chewed on them. He looked around wistfully.

"Yeah...Good ol' Gallifrey."

"Gallifrey," Illyria repeated, as though it triggered a memory in her, "A legend that reverberates throughout Time. The Shining World of the Seven Systems they called it. It was long an ambition of mine to see it won, control wrested from the Lords of Time in their glass dome."

The Doctor stiffened and looked up at Illyria, frowning, obviously uncomfortable with the sudden shift in the conversation Illyria started.

"Where are you going with this?"

Illyria tilted her head, not answering at first.

"Legends of the Time Lords were revered in my time. And feared and hated. When we first entered this world, we were unsure what had become of them. But then new legends arose. Of the Lonely God, wildest and greatest of the Time Lords, cursed to walk through time alone, leaving destruction and death in his wake, making way for new paths, new choices, new life. The entire universe rang with your name," Illyria said in a forceful tone that came as close to awed as it ever could. The Doctor slowly stood, his eyes never leaving Illyria, but his eyebrows had shot up at her last sentences.

"That bit's new," he mused, "they always seem to focus on the first part: death, destruction, burning, empires falling, etcetera, etcetera. Gets a bit dull after a while, to tell you the truth." His tone was flippant, but his eyes were dark. He wasn't pleased with the subject Illyria had brought up. Spike, however, was fascinated. And a little terrified, but he'd already established that the Doctor could make him shake in his boots. Not that he'd ever let him see it, _especially _after last night.

"Because they are fools. They have no comprehension of Time. It brings death. Everything has it's time and everything dies, but they cannot see beyond that. Their mortal minds are too limited by what they see as the end. Time also brings change, a whirlwind of chaos across the universe," she stared unblinkingly into the Doctor's eyes, her expression blank and serious, "You bring life."

At her familiar words, a shudder went through the Doctor and his expression darkened even more. Spike, watching from underneath his tree, felt rather insignificant as these two ancient beings stared each other down.

"I'm not a god," the Doctor said firmly and finally.

"No," Illyria agreed simply, "You are Time and the Storm and the Chaos that brings change on the wind."

"Well I never asked to be!" the Doctor snapped, his voice pained. His hands clenched at his sides.

"And what concern is this of mine?" Illyria asked, her head tilted to one side, "You shaped the universe and the universe changed twice over. Now you cry for the shape it once had, disliking the new role it has placed you in," her eyes narrowed, "Bad Wolf made you change more than your face, Time Lord."

The Doctor looked stricken, though his expression quickly changed to anger.

"What do you mean? How do you know about Bad Wolf? And regeneration? Tell me!"

"I was once a god to gods, Time Lord," Illyria sneered, "I can see beyond these petty mortal constraints. The Bad Wolf reverberated throughout Time, set in motion the events to give the universe its protectors, set in motion the end of my era and his." She glanced towards Spike. Spike twitched a little, but didn't move from his nonchalant pose. He decided to interject before the Doctor either broke down or started going Lonely God on her arse, both of which looked like viable options from where he was standing.

"Leave me out of this, Blue. As fascinating as your metaphysical bickering _isn't_, I _really_ don't want to get involved. Like my skin just the way it is, no gods, semi-gods, or what have you need apply."

"He has a point, Illyria. Why are you bringing this up?"

The Doctor seemed to regain his equilibrium from Spike's interruption. However, for the first time since this discussion began, Illyria looked unsure.

"I once had the power to do what you did and more. I lived seven lives at once and walked between worlds like you would breathe. But I find myself...uncertain. You changed my world and I cannot find my place in it. I would live in it and explore, but I have no guide."

The Doctor's expression cleared slightly, though he still looked annoyed at the way Illyria had chosen to broach the subject. Spike had to agree. Bringing up how you would have liked to have conquered his now dead and gone home-world was not a way to endear anyone to your plight. Or waffling on about how he was some sort of god when the idea clearly terrified the wits out of him. Spike felt a bit tiny that it was even that much of a possibility that the Doctor _could _be scared of it.

"You want me to guide you?" the Doctor asked slowly. Illyria directed a stubborn glare his way, lifting her chin defiantly.

"I would abide by your rules. But Earth is too constraining. It sickens me, humans puking their emotions all over me, whining, crying and dying like fleas. And I...I have nowhere else to go. I would walk in eternity with you."

Spike still couldn't get a full read on the Doctor's expressions, but he seemed surprised. And thoughtful. Spike breathed in deeply, wondering if he was going to be kicked off the ship. He thought it unlikely after last night, but he had no way of knowing if the Doctor thought him worthy enough to let him stay. The Doctor's deep brown eyes focused on him and Spike twitched a little under the weight of the gaze.

"What about you? Hmm?"

"Got nowhere to go mate, same as her," Spike jerked his head in Illyria's direction. He set his jaw and kept staring at the Doctor. He wouldn't beg for a place on this ship, or shag his way on it. He'd had far too much experience with hanging around someplace he wasn't wanted and he wasn't about to do it again, not when he had a choice.

"Right," the Doctor took a deep breath and slowly blew it out, "In that case, can I interest you in a little spin around the universe?" He suddenly seemed very animated, bouncing on his toes, eyes sparkling. It was always a bit of a shock at how quickly the Doctor's moods could change, "What do you say, see a bit of the wonders away from Earth? Get involved in a bit of trouble? Do a bit of running?"

He grinned disarmingly at the two of them and if Spike had just met him, he'd think that the Doctor was nothing more than some less lamer version of Andrew - just as geeky, but far more energetic.

Prepared for rejection, Spike hadn't really expected the offer. And even though he didn't think it would be a good idea to be separated from Illyria for any stretch of time and his first instinct was to agree, he took a moment to ponder it. Traveling around in space and time? That'd be worth it even if only for the chance to gloat about it later. Too bad he couldn't rub it in Peaches' face. Spike sobered slightly at the thought of Angel. He hoped the bastard was at peace, wherever he had ended up.

Looking into the Doctor's hopeful face, Spike wondered why the Doctor even offered. It was probably offered more as a way for the Doctor to keep an eye on the two of them, but he also genuinely looked like he didn't want to be alone. And it wasn't as though he and Illyria had anywhere to go. Earth had thousands of Slayers to protect it now and if he understood what the Doctor and Illyria had been arguing about, soon there wouldn't even be a need for them anymore anyway. Let someone else do the hero business for a while, he decided. Besides, all of time and space? He doubted he'd be bored of it anytime soon, not if the little glimpses he'd had so far were any indication.

"What do you say, Blue? Up for a little trip into the unknown?" he smirked, glancing at Illyria. Her face was just as blank as ever, but there was a small glimmer in her eyes.

"I am tired of this soil. I wish to hear the cries of alien birds and see lands that even I would be hard pressed to imagine."

"I'll take that as a yes then," the Doctor grinned, "Brilliant! Well, come on! No time to lose!" With that, he almost bolted out of the gardens, grass swaying behind him as he went. Spike and Illyria watched him go. Spike shook his head.

"I can already tell that keeping up with him will be a riot."

Illyria was silent.

"Blue?"

She inhaled, finally deigning to look at him.

"To be the Companion of a Time Lord; I had never thought I would occupy such a position."

"Yeah, well, you seem to know more about this whole gig than me. What's involved with all this?"

"My people never encountered him but in myth and legend. They almost revered him in their hatred, for without him we would not have been able to enter this universe. But word of him reached us everywhere, the Lonely God safeguarding the entire universe. He burns at the center of time and can see the turn of the universe and now I have met him," her last sentence was thoughtful.

"Bloody Hell," Spike said quietly and shook his head, forehead scrunched in thought, "Must be a bit disappointing then?"

"In what way?" Illyria's icy gaze pierced him, "Explain."

There was no denying her when she got that tone in her voice.

"Well, sure, he can travel in space and time and chuck Old Ones away like he was having tea, but he's still just a man. Doesn't look like any mythical figure I've ever seen. Probably geeks out at everything, the way he was going on earlier. A bit like a puppy," Spike amused himself at the image.

Illyria laughed, a short, sharp sound.

"You have no comprehension of what the universe has turned him into. But he does seem plain if you are as limited in your senses as a half-breed."

Spike must have imagined that teasing undertone.

With those words, Illyria turned to exit the gardens as well. Spike stared at her retreating back for a moment, before grinning.

"Oi! Don't think I didn't see what you did there! Wait up, Blue."

He hurried after her, starting to bicker with her good-naturedly. It was a bit more difficult drawing Illyria into arguments than others, but when she deigned to retaliate, it really packed a punch. And for once, he meant it metaphorically.

"Ah, there you two are!" the Doctor's cheerful voice greeted them when they somehow managed to find their way to the console room. Spike could have sworn they hadn't taken the same way as before. Could the corridors move in this place? Spike glanced uneasily at the central column, remembering his previous feeling that this ship was alive. It very well could be, considering how the Doctor had referred to it as a _she_.

The Doctor passed through his field of vision, distracting Spike from his thoughts. He started a mad dash around the console, flicking switches and pulling levers. Spike smirked at his antics, rather glad the Doctor had regained his previous good humour.

"So, off we go! Anywhere or when in particular? And remember, first rule of time travel - " his voice turned playfully serious as he looked at the two of them.

Spike snorted.

"What? Don't step on any butterflies?"

The Doctor looked confused and paused in his piloting.

"Why would you do a thing like that? What have butterflies ever done to you?"

Right, for all that he might look it and act like it at times, the bloke wasn't human. Still, Spike couldn't believe he'd never heard _that _one before.

"Indeed," Illyria added, seriously, "Explain this to me in more detail." She turned expectantly towards Spike. Not in the mood for a crash course in chaos theory, he scowled.

"Oh for -" Spike huffed, "It was a joke! Thought _you'd_ have heard of it at least, Time Boy."

The Doctor still looked confused, hand hovering over a lever.

"Right, never mind, I'll explain later. We were going to go somewhere?"

The Doctor's face cleared and a manic grin crossed it once again.

"I've got just the place. Wonderful planet in the 30th century, absolutely gorgeous. The mountains sing! Best soufflé this side of the Milky Way, too," he glanced up at Illyria and Spike, eyes bright with excitement, his earlier sorrow pushed aside in favour of further adventure.

"Ready?"

"Not on your life, mate," Spike said, but grinned. He was always up for a new adventure. And now he had the whole universe to explore. This was going to be a riot. Beside him, Illyria nodded solemnly.

"Proceed, Time Lord."

Of course she would manage to make it look like she was the one in charge even if the ship wasn't hers.

"Well, then - allonsy!"

The Doctor pulled a lever and the TARDIS rumbled into motion.

**END**


End file.
